REGISTRATION DOCUMENT DATED 26 MAY 2020 HSBC Bank plc (a company incorporated in England with registered number 14259; the liability of its members is limited) This document (the "Registration Document", which expression shall include this document and all documents incorporated by reference herein) constitutes a registration document for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). It has been prepared in connection with debt securities ("Securities") of HSBC Bank plc (the "Issuer") which may be offered to the public or admitted to trading on a regulated market. When combined with the following documents approved by the United Kingdom Financial Conduct Authority (the "FCA"): • a securities note, which contains information on the Securities; and • a summary note (if required), which provides key information about the Issuer and the Securities in order to aid investors when considering whether to invest in the Securities, the combination will form a prospectus in relation to the Securities for the purposes of the Prospectus Regulation. This Registration Document has been prepared as a registration document issued in compliance with the Prospectus Regulation for the purpose of providing information with regard to the Issuer of debt securities during the period of twelve months after the date hereof. The FCA has only approved this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered an endorsement of the Issuer that is the subject of the Registration Document. This Registration Document is valid for a period of twelve months from the date of approval. This Registration Document includes details of the long-term and short-term credit ratings assigned to the Issuer by S&P Global Ratings Europe Limited ("S&P"), Moody's Investors Service Limited ("Moody's") and Fitch Ratings Limited ("Fitch"). Each of S&P, Moody's and Fitch is established in the European Union or the United Kingdom and is registered as Credit Rating Agencies under Regulation (EU) No. 1060/2009, as amended (the "CRA Regulation"). Each of S&P, Moody's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Information on how to use this Registration Document is set out on page i. Certain risk factors relating to the Issuer are set out in "Risk Factors" which commences on page 1. HOW TO USE THIS REGISTRATION DOCUMENT All references in this section of this Registration Document to "Issuer" refer to HSBC Bank plc, all references to "Group" refer to HSBC Bank plc and its subsidiary undertakings, and all references to "HSBC Group" refer to HSBC Holdings plc and its subsidiary undertakings. This Registration Document provides information about HSBC Bank plc (the "Issuer") and incorporates by reference the Annual Report and Accounts of the Issuer and its subsidiary undertakings for the year ended 31 December 2019 (the "2019 Annual Report and Accounts") and the Annual Report and Accounts of the Issuer and its subsidiary undertakings for the year ended 31 December 2018 (the "2018 Annual Report and Accounts"). The 2019 Annual Report and Accounts include the latest publicly available financial information relating to the Issuer and its subsidiary undertakings (the "Group") and other information in relation to the Group, which is relevant to investors. This Registration Document (including such information incorporated by reference) contains information necessary for investors to make an informed assessment of the Issuer. Investors must read this Registration Document together with the 2019 Annual Report and Accounts and the 2018 Annual Report and Accounts. Where further information is provided in the 2019 Annual Report and Accounts or the 2018 Annual Report and Accounts on matters covered by this Registration Document, this is highlighted in this Registration Document. This Registration Document is split up into a number of sections, each of which is briefly described below. Risk Factors provides details of the principal risks relating to the Issuer that may affect the Issuer's ability to fulfil its obligation under its Securities. Documents Incorporated by Reference provides details of the documents incorporated by reference which form part of this Registration Document and which are publicly available. Important Notices sets out important information about the Issuer's responsibility for this Registration Document and provides information about its authorised use. The Issuer and its Subsidiary Undertakings provides information about the Issuer and its subsidiary undertakings, including on its history and development, the legislation under which it operates, its principal activities and markets, its organisational structure, trends affecting the Issuer, its credit ratings and its management. General Information provides additional, general disclosure in relation to the Issuer. - i - CONTENTS Page RISK FACTORS .......................................................................................................................................... 1 IMPORTANT NOTICES ........................................................................................................................... 20 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 21 THE ISSUER AND ITS SUBSIDIARY UNDERTAKINGS .................................................................... 22 GENERAL INFORMATION .................................................................................................................... 28 RISK FACTORS All references in this section of this Registration Document to "Issuer" refer to HSBC Bank plc, all references to the "Group" refer to HSBC Bank plc and its subsidiary undertakings, and all references to the "HSBC Group" refer to HSBC Holdings plc ("HSBC Holdings") and its subsidiary undertakings. Prospective investors in any debt securities ("Securities") issued by the Issuer should carefully consider risk factors associated with the business of the Issuer and the industry in which it operates together with all other information contained in this Registration Document, including, in particular, the risk factors referred to in this section, which the Issuer considers to be the principal risk factors relating to the Issuer that may affect the Issuer's ability to fulfil its obligations under its Securities. References to the Issuer in this section should be taken to mean the Issuer, together with its subsidiary undertakings, unless the context requires otherwise. The risk factors relating to the Issuer specified in this section "Risk Factors" do not comprise an exhaustive list or explanation of all risks relating to the Issuer which investors may face when making an investment in Securities issued by the Issuer and should be used as guidance only. Additional risks and uncertainties relating to the Issuer that are not currently known to the Issuer, or that the Issuer currently deems immaterial, also may have, individually or cumulatively, a material adverse effect on the business, prospects, results of operations and/or financial position of the Issuer and, if any such risk should occur, the price of any Securities issued by the Issuer may decline and investors could lose all or part of their investment. Risks Relating to the Issuer A description of the risk factors relating to the Issuer that may affect the ability of the Issuer to fulfil its obligations to investors in relation to any of its Securities is set out below. Macroeconomic and geopolitical risk Impact of Covid-19 The outbreak of Covid-19 has had, and continues to have, a material impact on businesses around the world and the economic environments in which they operate. The outbreak has caused disruption to the Issuer's customers, suppliers and staff globally. A number of jurisdictions in which the Issuer operates, such as the United Kingdom ("UK"), have implemented severe restrictions on the movement of their populations, with a resultant significant impact on economic activity. These restrictions are being determined by the governments of individual jurisdictions, including through the implementation of emergency powers. The impacts of these restrictions, and any subsequent lifting of restrictions, may vary from jurisdiction to jurisdiction. It remains unclear how this will evolve through 2020 and beyond, and the Issuer continues to monitor the situation closely. In a number of jurisdictions in which the Issuer operates, the Issuer has initiated market-specific measures to support its personal and business customers through these challenging times, including mortgage assistance, payment holidays, the waiving of certain fees and charges, and liquidity relief for businesses facing market uncertainty and supply chain disruption. The Issuer is also working closely with governments and supporting national schemes that focus on the parts of the economy most impacted by Covid-19. The actions taken by the various governments and central banks, in particular in the UK and EU, provide an indication of the potential severity of the downturn and post-recovery environment, which from a commercial, regulatory and risk perspective could be significantly different to past crises and persist for a prolonged period. An immediate financial impact of the outbreak is an increase in expected credit losses